Insulet Corporation Finalizes Consulting Agreement with Former CTO Mark Field

ACTON, Massachusetts — Insulet Corporation (Nasdaq: PODD) has entered into a Consulting Services Agreement with its former Chief Technology Officer, Mark Field, following his departure from the company effective March 14, 2025.

Under the terms of the agreement, which became effective on the same date as Mr. Field’s departure, he will serve as a consultant to Insulet through August 31, 2025. During this period, he has agreed to be reasonably available to the company and will receive compensation at a rate of $450 per hour.

Importantly, Mr. Field’s unvested equity awards under Insulet’s 2017 Stock Option and Incentive Plan will continue to vest throughout the consulting period.

Mr. Field's departure was originally disclosed in a Form 8-K filed on March 17, 2025. This amendment provides additional details regarding the compensation and terms of his ongoing advisory role with the company.

Insulet Corporation is a medical device company known for its Omnipod® Insulin Management System, offering innovative tubeless insulin pump technology for people living with diabetes.

On March 20, 2025, Insulet Corporation announced several key financial transactions:

**Senior Notes Issuance**
The company completed the sale of $450 million in 6.50% Senior Notes due 2033, generating approximately $444 million in net proceeds. These notes, governed by an indenture with Computershare Trust Company, will pay interest semiannually and mature on April 1, 2033. The notes are unsecured and unsubordinated and may be guaranteed by subsidiaries in the future if they become guarantors under Insulet’s credit arrangements.

**Amended Credit Facility**
Insulet also amended its existing Credit Agreement, extending the maturity date of its revolving credit commitments to March 20, 2030, and increasing the total commitments to $500 million. The revised facility allows borrowing at either a base rate or an adjusted Term SOFR rate, with interest margins and fees depending on the company’s leverage ratio. The funds may be used for working capital and general corporate purposes.

**Convertible Notes Repurchase**
Insulet entered into private agreements to repurchase $419 million of its outstanding 0.375% Convertible Senior Notes due 2026. Approximately $161.4 million of this will close on March 24, 2025, with the rest expected to close on April 14, 2025, depending on an averaging period to determine the final repurchase price. Following the transaction, $381 million in principal of the convertible notes will remain outstanding.

**Capped Call Unwinds**
To align with the repurchase of its convertible notes, Insulet also entered into unwind agreements to terminate a portion of related capped call transactions. The counterparties may hedge their positions by trading in Insulet’s common stock.

These transactions are part of Insulet’s broader financial management strategy aimed at optimizing its capital structure and reducing outstanding debt.

Insulet Corporation Announces $450M Senior Notes Offering
Acton, MA – March 18, 2025 – Insulet Corporation (NASDAQ: PODD) has announced the pricing of $450 million in senior unsecured notes due 2033 through a private placement offering.

Key Highlights:
Use of Proceeds:
The funds will be used to redeem, repurchase, or repay all or part of Insulet's 0.375% Convertible Senior Notes due 2026.
A portion may also be used for general corporate purposes and to cover expenses related to the offering.
Expected Closing Date: March 20, 2025, subject to standard closing conditions.
Investor Eligibility: The notes are being offered only to qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.
Forward-Looking Statements:
Insulet emphasized that actual outcomes may differ from expectations due to market conditions and regulatory requirements. The company does not consider this announcement an offer to sell or repurchase securities but rather a disclosure of its financial strategy.

This move reflects Insulet's commitment to financial flexibility and long-term growth in the medical technology sector.

Insulet Corporation has announced a proposed private placement of $450 million in senior unsecured notes due 2033, subject to market conditions. The company intends to use the net proceeds, along with cash on hand and potential partial termination of its existing capped call transactions, to finance the redemption, repurchase, repayment, or satisfaction of its 0.375% Convertible Senior Notes due 2026, as well as to cover fees and general corporate purposes.

Additionally, Insulet plans to amend its existing Credit Agreement to extend the maturity of its revolving credit facility from 2028 to 2030 and increase the total revolving credit commitments by up to $200 million, bringing the aggregate commitments to $500 million.

The offering of the notes will be available only to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act. The notes will not be registered under the Securities Act and cannot be publicly offered or sold in the U.S. without an applicable exemption.

This announcement does not constitute an offer to sell the notes or a solicitation to buy them, nor does it serve as a notice of redemption for the convertible senior notes.

Insulet Corporation is a leader in tubeless insulin pump technology, known for its Omnipod system, which provides continuous insulin delivery without daily injections or fingersticks. The company continues to innovate in diabetes management and other therapeutic areas.

Insulet Corporation has announced an extension and amendment to its existing purchase agreement with NXP USA, Inc. through a newly executed addendum effective January 1, 2025. This agreement, originally established on October 12, 2017, and previously amended in 2024, has been further updated to include revisions in pricing, volume commitments, warranties, and product modifications.

The updated terms under the 2025 Addendum reflect an ongoing partnership between Insulet and NXP, ensuring continued supply and collaboration. The full text of the addendum has been filed as an exhibit to the company's Form 8-K, though certain portions have been omitted due to confidentiality provisions under SEC regulations.